Bank Agreement

AIB Merchant Services Standard Terms and Conditions

A. The Bank is the member of the Schemes and is a party to this contractual relationship between you and AIB Merchant Services so that Merchant Services are provided to you in compliance with the Scheme Rules, which mandate that you have a direct contractual relationship with the Bank.

B. The Bank has sponsored AIB Merchant Services with the Schemes to enable AIB Merchant Services to provide the Merchant Services to you to the maximum extent permitted by law and by the Scheme Rules. Accordingly, references in these Terms and Conditions to “us” “we” “our” or “AIB Merchant Services” shall be a reference to AIB Merchant Services, except where the Scheme Rules and/or the laws applicable to the provision of the Merchant Services pursuant to the Agreement requires such reference to be to the Bank, in which case it shall be interpreted accordingly.

These Terms and Conditions have been drafted on the basis that the Agreement between the Bank, AIB Merchant Services and you relating to Merchant Services, will be comprised of these Terms and Conditions (including this Preface, the Parts and/or the Sections of these Terms and Conditions outlined in Section 1 (b) (iii);

C. You are required to review carefully these terms and conditions comprising the Agreement as it governs your obligations to us and our obligations to you in relation to the provision of Merchant Services by us to you.

D. We shall be deemed to have accepted the Agreement from the date on which you begin utilizing the merchant services.

This Notice explains how we may use information provided by you.

I. To prevent or detect fraud, we may make searches of our records. We may also pass information to financial and other organisations involved in fraud prevention to protect ourselves and our customers from theft and fraud. If you give us false or inaccurate information and we suspect fraud, we will record this (and shall be entitled to pass such information to such other financial and other organisations) without any liability to you.

II. You have the right of access to the personal data held about you by licensed credit reference agencies. Please write to AIB Merchant Services if you would like to know the names of the agencies used by us.

III. Further details of how we use information about you are set out in Section 20.

1. Definitions and Interpretation

(a) The following references in these Terms and Conditions shall be construed as follows:

(i) references to AIB Merchant Services is a reference to a trading name of, and refers to First Merchant Processing (Ireland) Limited, and references to AIB Merchant Services Group means First Merchant Processing (Ireland) Limited, its holding company, and its subsidiaries, and its holding company’s subsidiaries, and their associated companies from time to time; and

(ii) references to the Bank means Allied Irish Banks p.l.c., and references to the Bank Group means Allied Irish Banks p.l.c., its subsidiaries and associated companies from time to time.

(b) In interpreting these Terms and Conditions (unless the context otherwise requires):

(i) capitalised words have the meaning given to them in Part 21 (Terms Used) except where expressly defined somewhere else in these > > Terms and Conditions. If there are any inconsistencies between these Terms and Conditions,and/or your contract with your Payment Service > Provider(s) (if any), as between you and us, these Terms and Conditions shall govern the provision of Merchant Services to you;

(ii) unless otherwise defined herein, terms and expressions defined in any of the other documents constituting the Agreement shall, where the context permits, bear the same meaning as in these Terms and Conditions provided that no amendment to any such documents shall affect our rights, duties or obligations hereunder without our prior written consent; and

(iii) headings are for convenience of reference and will not affect the meaning or construction of the Agreement (which, shall be construed as including the Preface); references to Sections and Parts are a reference to any of the following Sections of these Terms and Conditions:

2. Honouring of Cards

(a) Card Acceptance. You agree, in consideration of receiving from the Bank the right to participate in the Schemes, to accept all valid and current Cards presented by Cardholders, and to provide your full range of goods and/or services to Cardholders at prices not greater than your normal cash prices.

(b) Disclosure. If you indicate a price to a Cardholder which is not a price applicable to all methods of payment accepted by you then before you accept the Transaction you must display a statement explaining any methods of payment to which the indicated price does not apply and the difference in price either as an amount or a percentage.

3. Authorisation

(a) Authorisation Request. You must seek Authorisation from the Authorisation Centre at the time of, or prior to, accepting each Transaction.

(b) Authorisation Granted. If Authorisation is granted, you shall (where relevant) record on the Transaction Record the code number allocated to the Authorisation. If the Transaction so authorised is not forthwith concluded, you must immediately contact the Authorisation Centre to cancel the Authorisation.

(c) Authorisation Refused. If Authorisation is refused the Transaction must not proceed and you must not seek Authorisation (for a Transaction on behalf of the same Cardholder) for any different amount.

(d) No Guarantee of Payment. Authorisation of a Transaction does not guarantee payment to you for a Transaction nor is it a guarantee that you will not be subject to a Chargeback or debit in relation to that Transaction. Should a Cardholder deny having participated in a Transaction, we may, at our discretion, withhold or return the relevant Transaction/Transactions as unpaid.

4. Acceptance of Transactions

(a) Currency. All Transactions accepted by you must be in such currencies as supported by us and as are agreed by the parties from time to time.

(b) Fair Acceptance. You must not:

(i) undertake Transactions for anything other than the genuine purchase of the goods and/or services that you supply;

(ii) impose any minimum or maximum Transaction values;

(iii) discriminate against the use of Mastercard Cards in any way;

(iv) split a Transaction into two or more Transactions;

(v) accept Transactions relating to goods and/or services which fall outside the description of your Business without our prior written approval;

(vi) accept a Transaction or present Transaction Data for processing which was not undertaken directly between you and the Cardholder;

(vii) process Transactions on behalf of a third party without our prior written consent;

(viii) accept or process Transactions in order to give Cardholders cash unless we have specifically given you our prior written consent to do so;

(ix) accept any Transaction using any Card issued in your name, or on the Nominated Bank Account or of a partner in, or director or other officer of your Business, or of the spouse or any member of the immediate family or household of any such person;

(x) submit Transaction Data which you know our ought to have known is illegal; or

(xi) Refund Transactions to a Card which was not originally used to make such Transactions, and you must not, under any circumstances, accept money from a Cardholder in connection with processing a Refund to the Cardholder's Account.

(c) Third Parties. The appointment by you of a Payment Service Provider, internet Payment Service Provider or other form of intermediary, other than PayPal, to process Transactions on your behalf is subject to our prior written approval.

(d) Compliance. You agree to operate and to comply with the Scheme Rules, and to process Transactions as required in, and in accordance with the Agreement. Any Transaction accepted by you which is in breach of the Agreement, or such other requirements as we may notify to you from time to time, and/or which is disputed by the relevant Cardholder and/or Issuer, may be charged back to you.

(e) Gambling Transactions. Gambling Transactions should not be undertaken by you unless you have our prior agreement in writing, and then only in accordance with any requirements notified to you by us from time to time.

(f) Transaction Deadlines. Transactions submitted later than 02.00 hours Irish time (or as otherwise advised by us) on a Banking Day will not be processed until the next Banking Day.

5. Security

(a) Compliance. Before completing any Transaction, you are required to comply with all security procedures that we require you to comply with from time to time.

(b) Retention/Storage of Transaction Data. You agree to retain all Transaction Data in the strictest confidence and in a secure environment where they can only be accessed by authorised members of your staff, and to ensure that any such details stored electronically are fully protected, correct, complete, not lost or damaged and can be reconstituted, in a complete and easily readable form. You will take all reasonable precautions to ensure that Cardholder Information is not disclosed to any person other than us or misused by any person, unless otherwise required by any applicable law or by the Scheme Rules.

(c) Transaction Records. You must retain in a secure place legible copies of all Transaction Records and receipts, vouchers, invoices, receipts or equivalent documents relating to each Transaction. All the above mentioned documents must be kept by you in a safe, secure and confidential manner for at least eighteen (18) months from the date of the relevant Transaction (or in the case of Recurring Transactions, at least eighteen (18) months from the date of the last Transaction forming part of the Recurring Transaction).

(d) After seven (7) months from the date of a Transaction you may, subject to our prior written approval, transfer all the information referenced in Section 5 (c) to fully legible microfiche or processed images. The microfiche or processed images must then be securely stored and kept confidential by you for the remainder of the eighteen (18) months.

(e) You may not retain or store CVV2/CVC2 data after Authorisation for a Transaction has been received.

(f) Loss of Transaction Data. Neither AIB Merchant Services nor the Bank will in any circumstances (other than if due to our negligence) be liable in respect of the face value of any Transaction Data, or the costs of reconstituting such data, or for any other loss or damage arising on any loss of Transaction Data. If any loss or damage to the physical medium containing any Transaction Data occurs and is agreed, or shown to be due to our negligence, we will reimburse you the replacement value of the lost or damaged medium.

(g) PCI DSS. You agree to comply with the Payment Card Industry (PCI) Data Security Standards, Visa “Account Information Security Programme” and the Mastercard “Site Data Protection Programme”, and any changes to those programmes and standards which may occur. We will provide you with details of such data standards, and the programmes, on written request.

(h) Confidentiality. Since the documents constituting the Agreement contain certain information designed to help you reduce the risk of fraud arising on Transactions you must treat such documentation as confidential and keep it secure and not disclose it to the general public.

6. Presentation of Transactions

(a) You may present Transactions to us for Authorisation and Settlement by way of electronic transfer (or other media as may be agreed in writing). Transactions are to be presented to us within three (3) Banking Days of a Card being accepted as a means of payment or Refund.

(b) We will endeavour to settle Transactions within three (3) Banking Days of their receipt by us, unless we have informed you otherwise.

(c) The Transaction Data requirements are set by the Schemes and will be advised to you from time to time. Changes to such Transaction Data advised to you must be implemented by you within the required timescale as detailed with such notification(s).

(d) You must not present, or allow anyone else to present, to us more than one set of Transaction Data for each Transaction.

(e) If Transactions are not presented directly from you to us, any third party used to manage or send Transactions to us on your behalf must be approved in writing by us to handle Transactions before they may do so. For the avoidance of doubt, Paypal is approved by us to presents Transactions to us on your behalf.

7. Providing Financial and other Information

(a) Request for Documentation. Upon request you will provide us, or our agents, with copies of interim and/or annual audited financial statements (including management accounts), and other required documentation or information concerning your Business as we reasonable request to assist with our continuing evaluation of your financial and credit status.

(b) Right of Inspection. You authorise us and our agents, to contact the individuals at your Business as identified in your Merchant's Application or as you may notify us from time to time, and upon request you shall provide us or our representatives, reasonable access to your facilities for the purpose of performing an inspection of your books, records and/or systems, and to take copies of such books and records as we require.

(c) Presentation of Transaction Records. We shall be entitled, at any time, and from time to time, up to eighteen (18) months after the Transaction date, to request you to, and you must provide us, within the timeframe stated, and at no charge, with legible copies of Transaction Records and other evidence acceptable to us of the Cardholder's authority to debit its account with the amount of the Transaction.

(d) Notification of Changes in your Business. You must advise us immediately of any change in the circumstances affecting your Business including: (i) any insolvency event, (or impending insolvency event) (ii) any actual or impending change of control in you or your parent company; (iii) any actual or impending change in your trading terms, directors, other officers, members or partners, business or trading name, legal status, business or trading address or in any of your other details that you have provided to us; and (iv) any actual or impending sale or other disposal of all or any material part of your assets which may result in a material adverse change to your Business.

8. Credits and Debits to Your Bank Account

(a) Nominated Bank Account. You must at all times during the period that we process Transactions under this Agreement, maintain a Nominated Bank Account, acceptable to us, in euro for the purpose of enabling us to credit payments due to you, and to debit any sums payable by you pursuant to the Relationship Agreement , either by Direct Debit or otherwise as required by us. If you require more than one such account our prior agreement in writing must be given.

(b) Payment Mandate. You will maintain with your bank an instruction to pay on presentation all requests for payment of a debit initiated by us in respect of amounts due by you under the Relationship Agreement, even after the Agreement has ended for any reason.

(c) Change of Nominated Bank Account. If you intend to change your Nominated Bank Account you must give us at least thirty (30) calendar days prior notice in writing and initiate a new payment instruction in relation to your new Nominated Bank Account on the terms contained in the Agreement.

(d) Notifications. We will provide the merchant statement recipient with one (1) day notice via email, Insight or such other reporting system or by phone, prior to debiting your Nominated Bank Account unless your Merchant Account has a negative balance for any reason.

9. Payment by AIB Merchant Services

(a) Payment. Subject to the Relationship Agreement and Sections 9 (b), 16 (g) and 16 (h), settlement may occur in one or both of the following two manners, either:

(i) we will settle sums due to you directly to your Nominated Bank Account, and/or

(ii) we will settle sums due to you to PayPal and PayPal shall be solely and fully responsible for disbursing all such amounts to your Nominated Bank Account.

(b) You acknowledge and agree that payment by us of settlement funds to Paypal constitutes full and final discharge of all of our settlement obligations to you pursuant to this Agreement.

(c) Suspension. We may, with or without notice, change processing or payment terms and/or suspend credits or other payments of any and all funds, money and amounts now due or which subsequently become due to you pursuant to the Relationship Agreement or this Agreement if in good faith we suspect that (i) any Transaction is fraudulent or involves other criminal activity, (ii) that the Transaction was not in the ordinary course of your Business, (iii) if the number and/or size of the Transaction(s) is significantly greater than expected, (iv) if any of the Termination Events has occurred, or (v) if we suspect that any such Termination Event has, or is likely to occur (whether or not AIB Merchant Services or the Bank has terminated the Agreement). All payments so suspended may be retained by us until we have satisfied ourselves that such Transaction(s) is/are legitimate and no longer liable to be the subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.

(d) Net Settlement. In the event of any direct debits being returned unpaid from your Nominated Bank Account, or for any other reason, we retain the right, without notice to you, to settle funds to your Merchant Account less our applicable fees and charges.

(e) Payment Delays. Neither AIB Merchant Services nor the Bank will be liable for any delays in receipt of funds or errors in debit and credit entries caused by third parties, including, but not limited to, any Scheme or your financial institution.

(f) Third Party Processors. You agree you will be responsible for any fees and/or charges payable by you to any of your Payment Service Providers in accordance with the terms of the contractual arrangements in place between you and those Payment Service Providers.

10. Invalid Card Transactions/Chargebacks

(a) If a Card Issuer exercises its rights not to settle or to undertake a Chargeback, we will immediately, and without notice, be entitled, and you will allow us, to debit your Nominated Bank Account in accordance with the Relationship Agreement and this Agreement, the amount paid by us to you in respect of that Transaction. Our right to do this will not be affected by any arrangement between you and the Cardholder.

(b) We are not obliged to notify you of any defect in any Transaction Data, or other liability to Chargeback except where a Chargeback is in fact made or to procure, or assist you in procuring, payment from a Cardholder where the relevant Transaction has been charged back to you.

11. Promotion

You are required to comply with all instructions given by us as to the adequate and correct display of promotion signs or other material provided by us to indicate that Cards issued under the Schemes are accepted as a means of payment. You shall not use any other material associated with the Schemes or us without our prior written approval.

12. Fees and Charges

(a) You agree to pay all fees and charges in accordance with the Relationship Agreement.

(b) We may also require you to make one or more of the following payments:

(i) the amount of any Refunds issued (if not already deducted from sums paid by you to us);

(ii) the full amount of any overpayments made by us in respect of Transaction Data, however caused;

(iii) the full amount of any payments made by us in respect of invalid Transaction Data;

(iv) the full amount of any Chargebacks;

(v) the amount of any fees, fines, penalties and/or other charges payable by us to a Scheme, or any other person, as a result of any failure by you to comply with the Agreement, or if the ratio of your Chargebacks to Transactions exceeds the relevant industry average (as determined by the Schemes from time to time); and

(vi) any other sums due and payable by you, or by us on your behalf under the Agreement.

(c) Debit of Charges. Charges and other sums payable by you, or by us on your behalf, will be debited from you in the manner provided in the Relationship Agreement and this Agreement.

(d) Tax. Unless otherwise stated, all charges, fees and other payments to be made by you under the Agreement are exclusive of VAT and any other relevant taxes (if any) and in addition to paying such sums you will be responsible for paying any such VAT and other relevant taxes.

13. Indemnity, Compromise and Liability

(a) Indemnities. You agree to indemnify AIB Merchant Services and the Bank, on a full and continuing basis, against all Losses arising from or in connection with:

(i) any Transaction or any other dealing between you and a Cardholder;

(ii) your breach of the Agreement and/or Scheme Rules, and/or for any other reason where a Scheme levies a fee, fine, penalty or charge against us due to any action or inaction by you. If you are a partnership, you hereby also agree that each partner will be jointly and severally liable under the Agreement;

(iii) any loss of Cardholder’s Information or Transaction Data in accordance with Section 5 (b), or a violation by you, or your employees, officers, agents and/or subcontractors of any of the standards and/or programme requirements referenced in Section 5 (g). You will also confirm to us in writing that all third parties that store, transmit or process Transactions on your behalf are fully compliant with the standards and programmes referenced in Section 5 (g);

(iv) your breach of the duty of confidentiality set out in Section 16 (d);

(v) any breaches or violation of PCI DSS by you in accordance with Section 5 (g);

(vi) your entering into a contract with an internet Payment Service Provider and/or allowing the internet Payment Service Provider to process Transactions on your behalf, other than PayPal.

(b) You shall, at your own expense, provide us with all reasonable assistance to resolve any dispute arising under the Scheme Rules. We shall, as against you, have complete discretion to decide whether or not to resist or defend any claim made against AIB Merchant Services and/or the Bank by any Scheme or Cardholder, or whether to compromise any such claim, and our decision shall be binding on you.

(c) Without prejudice to the indemnities set out in this Section, you also agree that we shall have discretion to accept, dispute, compromise or otherwise deal with any claim made against you and/or us arising out of a Transaction accepted by you for loss or liability in respect thereof on your behalf.

(d) Liability Cap. Subject to Section 13 (f) the maximum aggregate liability of AIB Merchant Services and the Bank for all claims or losses, whether arising in contract or tort (including negligence and breach of statutory duty) or otherwise, shall not in any Contract Year exceed the lesser of €30,000, or the amount of charges received by us from you in consideration for the provision of Merchant Services to you hereunder in the relevant Contract Year in which the claim arises.

(e) Exclusion of Liability. Neither AIB Merchant Services nor the Bank shall have any liability to you whether in contract or tort (including negligence or breach of statutory duty) or otherwise and whatever the cause for any increased costs or expenses; loss of profit, loss of business, loss of goodwill, loss of data, or loss of revenue or anticipated savings; or special, indirect or consequential loss or damage of any nature whatsoever.

(f) No Exclusion/Limitation of Liability. Nothing in the Agreement shall exclude or limit any liability of any party for fraud or negligence; or for death or personal injury caused by negligence; or for breach of any obligations implied by sections 10 or 26 of the Sale of Goods and Supply of Services Act 1980 in Ireland.

14. Warranties and Undertakings

(a) We represent and warrant that we will provide the Merchant Services in accordance with all applicable laws and Scheme Rules and we shall refrain from performing any acts that might discredit, disparage, dilute, infringe or negatively affect the value of any Scheme Marks used in the course of providing such Merchant Services.

(b) In presenting Transaction Data to us you warrant that:

(i) all statements contained in the Transaction Data are true, accurate and complete;

(ii) you have supplied (or, where the Transaction Data relates to a prepayment or deposit, you have agreed to supply) the goods and/or services to which the Transaction Data relates and to the value stated therein;

(iii) there is no element of credit given;

(iv) no other Transaction has been or will be processed in respect of the same goods and/or services;

(v) the Transaction has been entered into by you in good faith and you are not aware of any dispute relating to or any matter which may affect the validity of the Transaction;

(vi) the Transaction was made in accordance with the Agreement and the Scheme Rules;

(vii) the receipt from you, and the processing (including export outside the EU) of Cardholder Information and Transaction Data supplied by you to us in the course of administering and discharging our obligations and liabilities under the Agreement, will not infringe the rights of any third party;

(viii) you are in compliance with your obligations under the Irish Data Protection Acts 1998 and 2003 (as amended), or equivalent;

(ix) (if a company) you are validly organised and existing under your country of establishment and have by proper action duly authorised the execution and delivery of the Agreement;

(x) you are not and have not been prohibited from participating in the Schemes to accept services of a kind offered by us;

(xi) you are and shall remain during the term of the Agreement fully compliant with the Payment Card Industry (PCI) Data Security Standards; and

(xii) you acknowledge that you are responsible for, and undertake to, meet all costs associated with achieving and maintaining compliance, including any fines, costs or charges arising from you being compromised or not being compliant or Data held by you being compromised and/or used for fraudulent purposes.

15. Termination of the Agreement

(a) You may, without giving any reason end the Agreement with immediate effect at any time during the first fourteen (14) calendar days after receiving these Terms and Conditions or, where relevant, the Merchant Application, by written notice to us, provided you have not yet accepted any Card Transaction by the time we receive such notice.

(b) Subject to Section 15 (a), the Agreement will continue as long as the Relationship Agreement remains in force until terminated by any party by giving not less than thirty (30) calendar days written notice to the other parties (subject to the other terms contained in the Agreement).

(c) Any party to the Agreement will be entitled to end the Agreement at any time with immediate effect by notice to the other parties if: (i) another party breaches the Agreement; (ii) any of the other parties becomes insolvent, or any step is taken for the liquidation, bankruptcy, receivership, administration, examinership, dissolution, or other similar action of another party; or (iii) if another party makes any agreement with its creditors generally.

(d) AIB Merchant Services or the Bank will be entitled to end the Agreement at any time with immediate effect by notice to you if you fail to pay any amount due under the Relationship Agreement, on the due payment date.

(e) AIB Merchant Services or the Bank will not be responsible for any Losses incurred by you howsoever arising in relation to third party contracts or otherwise, in terminating the Agreement pursuant to its terms.

(f) In addition AIB Merchant Services or the Bank will also be entitled to end the Agreement with immediate effect at any time by notice to you if:

(i) you are a partnership and the partnership ends;

(ii) you change your Nominated Bank Account other than as permitted by the Agreement;

(iii) you are an individual and you die (in which case notice will be sent to your personal representatives);

(iv) there is any significant change, or we suspect a significant change is impending (as determined by us), in the nature, level, scope or control of your business activities or your financial condition;

(v) there is fraud or suspicion of fraud or other criminal activity in relation to you;

(vi) you process a Transaction for your own Card, or any Card, without the sale of any goods and/or services;

(vii) in our opinion your ability or willingness to comply with the terms of the Agreement is at risk;

(viii) any of our efforts to comply with statutory obligations under the Criminal Justice Act, 2006 are obstructed;

(ix) we are required to do so by any regulator or Scheme, or the integrity or reputation of the Schemes or ourselves is, or may be (as determined by us) brought into disrepute by you;

(xi) your activities contravene any Irish, EU or other national or international laws and/or regulations, or any codes of practice that we may adopt from time to time, or which otherwise relate directly or indirectly to matters that we may view, from time to time, as being unlawful or otherwise objectionable in kind and nature;

(xii) you have not sent us a Transaction for six (6) consecutive months;

(xiii) we consider excessive the percentage, number or amount of fraudulent Transactions submitted by you under the Agreement, or the number of Chargebacks in relation to your Business; or

(xiv) (where you are required to do so by law) fail to file your annual return in compliance with the law, or within the timeframes prescribed by the law, and/or the Irish Registrar of Companies (or equivalent).

(g) The ending of the Agreement will not affect any actual or contingent liabilities or claims of any party hereto which accrue before the Agreement ends, and in particular this Section and Sections 7, 13, 14, 16 and 20 shall remain in full force and effect. You will continue to bear total responsibility for all Chargebacks, fees, credits and adjustments resulting from Transactions processed pursuant to the Agreement, all other amounts then due or which may thereafter become due under the Agreement, and breaches of Scheme Rules which are notified to AIB Merchant Services or the Bank at any time after the Agreement has ended.

(h) If the Agreement ends you must promptly:

(i) return to AIB Merchant Services or our agents, all associated Equipment and any other materials supplied by us, our agents or any other entity in the AIB Merchant Services Group; and

(ii) pay us all amounts owed by you under the Agreement. In addition, after the date of termination of the Agreement you may not use the names of AIB Merchant Services or the Bank or our agents' names, or any of our trademarks or logos or any promotional materials we or our agents have provided to you or which refer to us or the provision of Merchant Services by us to you as a merchant.

(i) If AIB Merchant Services or the Bank terminates the Agreement under Section 15 (c), 15 (d) or 15 (f), we may notify the Schemes of the termination and the reasons for it. Details of your Nominated Bank Account may be notified to the Schemes and to credit reference agencies.

16. General

(a) If AIB Merchant Services or the Bank chooses not to, or if we cannot enforce any term which forms part of the Agreement, this will not affect our right to subsequently enforce that term or to enforce any of the remaining terms.

(b) Assignment by Us. AIB Merchant Services and the Bank may assign or novate the Agreement, and/or transfer or sub-licence any or all of our rights and obligations under it, at any time and you hereby expressly consent to any such assignment, novation, transfer or sub-licence. Any such transfer will not reduce your rights under the Agreement unless you agree otherwise. You authorise disclosure of details relating to you and your merchant arrangements to any prospective persons or entity to which we are novating, assigning and/or sublicensing the Agreement.

(c) Assignment by You. You are not permitted to assign, novate and/or sublicense the Agreement or your rights or obligations under it without the prior written consent of AIB Merchant Services.

(d) Duty of Confidentiality. You shall not, except for the purposes of the Agreement, compile or make use of any information relating to AIB Merchant Services, the Bank, any Scheme, any Card, any Cardholders or the terms of the Agreement or any documents provided with it, except where necessary for the performance of the Agreement. You shall use your best endeavours to ensure that your employees and agents will maintain strictest confidence with respect thereto and not divulge or communicate to any third party information concerning our business or Transactions of Cardholders which may come to the notice of you during the term of the Agreement. We will use our reasonable endeavours to ensure that our employees and agents maintain such information in strictest confidence.

(e) Disclosure of Information. You acknowledge that AIB Merchant Services and the Bank may disclose information about your Business to our associated companies, the police, Schemes, regulator, or any other investigating body for use in the prevention or detection of fraud or other criminal activity, or to any credit reference agency which we also use as a source of information.

(f) Force Majeure. None of the parties (or any of their agents or subcontractors) shall be liable for any failure to perform any of their obligations under the Agreement or any associated agreement where such failure arises directly or indirectly through any circumstances whatsoever beyond their reasonable control.

(g) Right of Set Off. AIB Merchant Services may at any time (without notice to you) set off and apply any or all sums due and payable under the Relationship Agreement, and/or any or all sums of money held in accounts with us, against any or all sums due and payable by you under the Relationship Agreement.

(h) In addition, if we have reasonable grounds for believing that you are likely to incur any liability in relation to (g) above, we shall not be obliged to make payment of any sums which would be payable to you until such time as either:

(i) the liability is actually incurred and determined within a mutually acceptable period of time (if this occurs AIB Merchant Services will promptly pay the balance of such sums to you after deducting the amount of any liability); or

(ii) AIB Merchant Services is satisfied that no such liability is likely to be incurred.

(i) Should such liability be subsequently incurred you agree to reimburse AIB Merchant Services on demand the full amount.

(j) No Waiver. No waiver by any party of any breach of the Agreement or any delay or omission by any party in enforcing the terms of the Agreement shall prejudice their rights, or operate as a waiver of any subsequent or continuing breach.

(k) Severability. If any provision of the Agreement is or becomes illegal or invalid, that provision will be deemed deleted from the Agreement and the remaining provisions shall continue in force.

(l) Notices. Any notice required to be given under the Agreement must be in writing and shall be served on the other parties, in the manner detailed below, by personal delivery, by registered post in an envelope properly addressed and marked for the attention of you or (where relevant) AIB Merchant Services, or by fax transmission addressed as aforesaid. Notice can be served by us to you by e-mail to the email address advised by you, notification on a Statement, or by publishing on our web-site. Notice served on you by AIB Merchant Services shall be deemed to also constitute notice being served on you by the Bank, and notice served on AIB Merchant Services by you shall be deemed to also constitute notice being served on the Bank by you. Notice given by post, facsimile, Statement transmission or web-site, shall be deemed to have been received 72 hours after the time of its posting, transmission or advice of availability. Notice given by e-mail shall be deemed to have been received 24 hours after the time of transmission. Notice shall be served by you on AIB Merchant Services at our current registered office, which shall be deemed to also constitute the service by you of notice on the Bank.

(m) Amendments. You agree that we may from time to time, vary or supplement the Agreement, its terms (including, for example, any, or all of the individual documents which form part of the Agreement, such as the Fees and Charges Schedule, and/or any or all of the fees and charges themselves) and/or any accompanying documentation. Any such variation shall become effective upon us notifying you in the manner provided in the Agreement, and subject to such notice periods as we may operate from time to time. If you do not wish to accept the changes we make to the Agreement, you may terminate the Agreement immediately by giving us notice in writing within thirty (30) calendar days of such change coming into effect.

(n) Agency/Sub Contracting. AIB Merchant Services and/or the Bank may appoint at any time, and without notice to you, an agent or subcontractor to perform any of our obligations under the Agreement. You may not appoint a sub-contractor or agent in connection with the Agreement without our prior written approval. Notwithstanding such approval, you will remain primarily liable for anything done (or omitted to be done) by any such sub- contractor or agent appointed by you.

(o) Compliance. Each party shall comply with all laws, regulations, Scheme Rules and codes of practice, which they are each obliged to follow for the purposes of the Agreement.

(p) Joint and Several. If you comprise more than one person the liability of such persons to AIB Merchant Services, the Bank and the Schemes shall be joint and several, and if such persons are a partnership then any act or omission of any one partner shall be deemed to be an act or omission of all the partners.

(q) No third party beneficiaries. Any person that is not a party to the Agreement shall not have any rights under or in connection with it except where such rights are expressly granted under the Agreement.

(r) Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any previous agreements and understandings. The parties have not entered into the Agreement in reliance on any agreement, representation or warranty which is not made or repeated in the Agreement.

(s) Remedies are Cumulative. Except where expressly agreed otherwise in the Agreement, the rights and remedies of the parties under the Agreement are cumulative, may be exercised as often as the parties consider appropriate and are in addition to their rights and remedies under general law.

17. Governing Law

(a) You (and your officers) acknowledge and agree that these Terms and Conditions replace the Terms and Conditions previously in force (if any) and governing the provision of the Merchant Services and/or the operation, management and control of the Schemes and shall be binding on and enforceable against you.

(b) The agreement and understanding between the parties with respect to your receipt of the Merchant Services and your participation in the Schemes, and the Agreement governing such use and participation shall be governed by the laws of Ireland and the parties submit to the non-exclusive jurisdiction of the Courts of Ireland.

(c) AIB Merchant Services and the Bank are bound by law to apply procedures in order to carry out statutory obligations in relation to the prevention of money laundering under the Criminal Justice Act 1994 (or any modifications or amendments of same) in Ireland. Therefore no contract will be signed by us until we are satisfied that it is in keeping with the Act and that the relevant documentation has been sighted.

18. Mail and Telephone Transactions

Where you have indicated to us (whether on the Merchant Application or otherwise) that you wish to raise Mail/Telephone Transactions the following Terms and Conditions apply in addition to the General Terms and Conditions set out in Sections 1 through 17. In the event of any inconsistency, this Section 18 shall prevail.

(a) Use of electronic Terminals. You confirm that you will not request Card details to be submitted by e-mail, or over the internet, and then input Transactions as CNP to an electronic Terminal. In the event of you accepting Card details in this way, we reserve the right to terminate your Card processing immediately.

(b) Transaction Records for Mail/Telephone Transactions. Whenever you make a Mail/Telephone Transaction you shall keep available for us, and retain for inspection, for a period of eighteen (18) months from the date of the Transaction, a record of the following information or particulars: (i) Card number and the expiry date of the Card which is being used for the purpose of such order; (ii) name and address of the Cardholder; (iii) date of the Transaction; (iv) amount of the Transaction; (v) Cardholder's written order in the case of mail order Transactions; (vi) date and number of the Authorisation; and (vii) date of invoicing the services.

(c) Despatching of Goods. It is your absolute responsibility to verify the Cardholder's address and ensure the goods are dispatched to this address. We cannot and will not provide name and address verification as part of the Authorisation process. You undertake not to raise a Transaction Record prior to the goods being despatched. If, for any reason, you do not have the goods available for despatch to the Cardholder within seven (7) calendar days of receipt of the order, then the Cardholder must be notified of that fact and the order re-confirmed by the Cardholder.

19. Electronic Commerce Transactions

Where you have indicated to us (whether on the Merchant Application or otherwise) that you wish to raise Electronic Commerce Transactions and we have agreed to this, or if you submit any Electronic Commerce Transactions without our written agreement, the following Terms and Conditions apply in addition to the General Terms and Conditions set out in Sections 1 through 17. In the event of any inconsistency, this Section 19 shall prevail to the extent of such inconsistency.

(a) You warrant and represent to AIB Merchant Services and the Bank that:

(i) you will not, and you will also ensure your agents and customers do not, use any website in any way which might jeopardise the integrity, confidentiality, or security of you or your agents' equipment, computer systems, servers or networks used by you to communicate with us or with Cardholders or other computer systems including through disabling devices and unsolicited e-mails; and

(ii) you will clearly display and maintain on any website the following information as required by the Schemes: (i) a complete and accurate description of all goods and/or services offered for sale; (ii) full details of the your cancellation, delivery and returns policy; (iii) customer service contact details (iv) Transaction currency; (v) export or legal restrictions, if known; (vi) your data protection, privacy policy and security capabilities; (vii) your security method for the transmission of payment data; (viii) information that the Cardholder is committing to a Transaction before they select the “pay now” button, with an obvious option to cancel the payment at this point as an alternative to paying; (ix) your address of its permanent establishment and (x) any other information required by law, regulation or Scheme Rules. We may stop accepting Transactions immediately upon prior notice to you if we consider that your website does not meet the standards required, or that any goods and/or services offered may affect our or the Schemes’ reputation.

(b) We may give you immediate notice of termination if we consider that in our opinion, which shall be final, the content of your web-site, or any of the goods and/or services offered on your website do not meet the standards required for us to continue to offer you a merchant facility. We may also stop accepting Transactions immediately if any goods and/or services offered may affect our or the Schemes reputation.

(c) 3D Secure. Payment Service Provider reserves the right to require you to undertake Transactions using 3D Secure programmes. If, when so requested, you fail to implement 3D Secure within a timescale acceptable to us and/or the Payment Service Provider, your right to process Transactions may be terminated immediately.

(d) Despatching of Goods. It is your absolute responsibility to verify the Cardholder's address and ensure the goods are dispatched to this address. We cannot provide name and address verification as part of the Authorisation process. In relation to the despatch of goods, you undertake not to raise a Transaction Record prior to the goods being despatched. You must advise the Cardholder of the time it will take to despatch the goods and if, for any reason, you do not have the goods available for despatch to the Cardholder within such advised time period, then the Cardholder must be notified of that fact and the order re-confirmed by the Cardholder.

20. Use of Information

IMPORTANT NOTICE - It is important that you read carefully this Section.

(a) The information which we hold now, or obtains and holds at any time in the future, about you and your relationship with AIB Merchant Services and the Bank may, subject to banking regulations and the law, be disclosed by us and recorded, analysed, assessed, used and held by us for the purposes set out at (b) to (q) below. This information includes any information which relates to or comes from:

(iii) the conduct of the Agreement, your accounts and other agreement(s) with AIB Merchant Services and/or the Bank, including details of Transactions, the nature of same, with whom and how payment is effected; and

(iv) information supplied by others and/or obtained by AIB Merchant Services as a result of enquiries we make, and from such third parties associated with Merchants and licensed credit reference agencies.

(b) We may also use some of your information and other information to develop standard scoring criteria to assist us in assessing future Merchant Applications and in reviewing your facility. Plus, we may search our own records and a credit search may be made with one or more credit reference agencies, which will record the making of such search.

(c) To ensure we carry out your instructions accurately, to help improve our services and in the interests of security, we may monitor and/or record your telephone calls with us.

(d) AIB Merchant Services may give details of your arrangements and how you conduct your arrangements to licensed credit reference agencies or our legal advisers and to applicable regulatory entities, where appropriate. In particular, we may give those entities details of non-payment where:

(i) any monies are not paid in accordance with the terms of the Agreement;

(ii) you have not made proposals satisfactory to AIB Merchant Services or to our agents or affiliates for repayment of your debt, following formal demand;

(iii) you have been given at least twenty eight (28) calendar days' notice of our intention to disclose; and/or

(iv) fraud has been suspected relating to your facility.

(e) We may also seek information relating to your financial situation from your financial institution, subject to banking regulations and the law, and you agree that it is entitled to provide such information to us.

(f) You consent to us reporting to the Visa VMAS and Mastercard MATCH listings, your business name and principals, as required under their rules. You agree to hold us harmless from all claims and liabilities you may have arising from the listings.

(h) Credit searches and other information which is provided to us and/or the credit reference agencies about you and those with whom you are financially linked may be used by us and other companies if credit decisions are made about you. This information may also be used for debt tracing and the prevention of money laundering as well as the management of your arrangements.

(h) In addition, subject to any banking regulations and the law, we or our agents may disclose all information you provide to us or our agents to:

(i) other companies in the AIB Merchant Services Group or the Bank Group and to our agents or affiliates, so that they may record, analyse, assess, use and retain same for the same purposes described above in relation to their own businesses, products and services;

(ii) the Schemes where the Scheme Rules require us to do so or to any regulatory body as required under any applicable law or regulations;

(iii) any party, including its advisers, to whom we are transferring or propose to transfer our business;

(iv) any party, including its advisers, to whom we transfer or assign, or propose to transfer or assign, our rights and obligations under the Agreement;

(v) any party who participates or wishes to participate, wholly or in part, in the financing of any of our products and services;

(vi) any insurance company for the purposes of insuring risk and/or your guarantor (if applicable);

(vii) other companies inside and outside the AIB Merchant Services Group and/or the Bank Group in such other circumstances where we are obliged to by law or to law enforcement agencies for the purposes of registration of fraud or suspected fraud or where we have your consent; and

(viii) any party who introduces you to us or us to you, each of whom may also use your information in the way described in the Agreement.

(i) In addition, subject to any banking regulations and the law, we may exchange our merchant information about you and your relationship with us with similar information held from time to time by AIB Merchant Services Group, or by the Bank Group, to enable us to get a full picture of your relationship with us and in order to operate the Agreement fully.

(j) We may link information about you between accounts, including your arrangements and any account(s) you may guarantee, and between accounts and the other products and services you may have with the AIB Merchant Services Group. We may also link information about you with information about other companies.

(k) You confirm that you have the authority to give the personal details of the contact nominated in the Merchant Application (where relevant) which will be used in providing the Merchant Services and in the operation of the Nominated Bank Account.

(l) All Transaction Data shall be and remain at all times the property of AIB Merchant Services or the Bank or our agents. During the term of the Agreement, we hereby grant you a revocable, non-exclusive, non-transferable licence to use, store, copy and distribute the Transaction Data as necessary for the performance of a Transaction or the Agreement.

(m) You must not give, sub-license, sell, or in any way transfer, dispose of or grant any kind of right in any Transaction Data, or part thereof, to any third party.

(n) You must only process Cardholder’s Information in accordance with the Agreement, or our written instructions. You must not transfer, or cause or permit the transfer of, Cardholder’s Information to a country outside the European Economic Area without our prior written approval.

(o) You must ensure that you have in place appropriate technical and organisational measures which ensure an appropriate level of security for the processing of Cardholder’s Information and which protect Cardholder’s Information against accidental or unlawful destruction or accidental loss or alteration or unauthorised disclosure access or processing.

(p) To process, use, record and disclose Cardholder’s Information and your information we may transfer such Cardholder’s Information and your information to agents in countries outside the European Economic Area which may not have laws comparable to those in the European Economic Area for the protection of personal data. You consent to any such Transfer of Cardholders Information and your information. We are responsible for ensuring that personal data continues to be adequately protected during the course of, and after, any such transfer.

(q) You will, at your own expense, provide us, or our agents, with all information and assistance which we, or our agents, may reasonably require in relation to any Transaction between you and any Cardholder.

21. Terms Used

3D Secure means the Three-Domain Secure protocol developed by Visa and for the Agreement includes "Verified by Visa" and "Mastercard SecureCode" and such other programmes notified to you by us from time to time;

Applicable Percentage means the percentage used to calculate the Foreign Currency Fees and shall equal one percent (1%);

Authorisation means the process of referring a Transaction to the Authorisation Centre for approval for the Transaction to go ahead and to verify that, at the time of the Transaction, there is available credit on the relevant Card and that the Card has not been reported lost or stolen;

Authorisation Centre means the AIB Merchant Services credit card centre or such other centre as we may from time to time establish and notify to you;

Authorisation Code means a code number advised by the Issuer to us in respect of a particular Transaction during the course of Authorisation;

Bank means Allied Irish Banks p.l.c;

Banking Day means any day the Bank is open for business;

Base Rate means the Foreign Currency exchange rate used, from time to time, to determine the Transaction Rate. The source of the Base Rate shall be such recognised exchange rate as selected by AIB Merchant Services in its sole discretion;

Business means your business as a merchant as described in the Agreement or such other description as we may agree from time to time;

Card means all valid and current payment cards approved by us and notified to you in writing from time to time;

Cardholder means an individual, company, firm or other body to whom a credit or debit Card has been issued and who is authorised to use that Card;

Cardholder's Account means an account in the name of the Cardholder, as identified in the Card Number;

Cardholder's Information means any information in relation to a Cardholder including any Card Number and personal data;

Card Not Present or CNP means an order for services where the Card or the Cardholder is not physically present at your premises at the time of the Transaction, and includes Electronic Commerce Transactions and Mail/Telephone Transactions;

Card Number means the number displayed on a Card identifying the Cardholder's Account;

Chargeback means a demand by Issuer or a Scheme to be repaid a sum of money by us in respect of a Transaction which has been previously subject to Settlement and for which we have been paid by the relevant Scheme;

Contract Year means a period of twelve (12) months commencing on the date of deemed acceptance of the Agreement, thereafter, the period of twelve (12) months commencing on each anniversary of that date;

Currency Equivalent means the equivalent in a Foreign Currency of the Transaction Price calculated by using the Transaction Rate;

Customer Data means all information collected or transmitted by the Merchant from or concerning the Merchant’s customers (including Card details to the extent applicable) over its Merchant Systems and includes personally identifiable data of the Merchant’s customers;

CVV2/CVC2 means the three digit security code printed on the reverse of Cards and intended to enhance the authentication of the Card;

Direct Debit an instruction given by you to your bank to permit us to demand or initiate payment of sums due to us from your Nominated Bank Account in accordance with relevant Scheme Rules;

Direct Debit Form means the direct debit form issued and varied by us, in our absolute discretion, from time to time setting out your consent to Direct Debits, and those procedures and operating instructions you and us will follow in connection with debiting your account in accordance with the Agreement;

Documentation means any and all manuals, operating policies and procedures and other written materials in any form or format provided or made accessible to you in conjunction with any element of any gateway services provided, as amended by us from time to time;

Effective Date means the date on which the Agreement come into force and being the date of submission to us by you of a duly completed and signed Merchant Application (to which these Terms and Conditions are appended to);

Electronic Commerce means a non-face-to-face on-line Transaction using electronic media in which Card details are transmitted by a Cardholder to you via the internet, the extranet or any other public or private network;

Entity means anybody corporate (irrespective of the state or country under the laws of which such body was incorporated), partnership, sole proprietorship, joint venture, or other form of organization;

Event of Default means any event referred to in the Acquirer Agreement which, if it were to occur, would entitle us (or the relevant bank/financial institution (as the case may be)) to terminate the Acquirer Agreement;

Fees & Charges Schedule means the schedule listing the fees and charges payable by you to us for the Merchant Services as issued and varied by us in our absolute discretion from time to time;

Foreign Card means a Visa or Mastercard-branded Card issued in a country with a Foreign Currency;

Foreign Currency means the currency of a country other than your Local Currency;

Foreign Currency Fees means the fees payable by AIB Merchant Services to you in connection with an AIB Merchant Services FX Transaction processed by Servicer;

FX Margin means the margin (expressed as a percentage rate) used to convert a Base Rate into a Transaction Rate, and initially shall be 3.75 percent (3.75%);

FX Transaction means an act between the Cardholder and you regarding the purchase or return of goods and/or services where the Cardholder uses its Card to pay for goods and/or services in the currency of a country other than your Local Currency that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds;

Gambling Transaction means a Transaction submitted by you to us for authorisation and clearing using Merchant Category Code (“MCC”) 7995 or such additional MCCs as may be designated by any Scheme from time to time with respect to games of chance or other gambling Transactions;

Group in relation to each of AIB Merchant Services and the Bank means any holding company of ours, and any subsidiary of ours or of our holding company, and any affiliate of ours. For the purposes of this definition "subsidiary" and "holding company" shall have the meanings given to them in section 155 of the Irish Companies Act 1963 (as amended or superseded from time to time) including any subsidiary acquired after the date of the Agreement, and affiliate shall mean when used with reference to a specific person or entity, any person or entity that, directly or indirectly, or through one or more intermediaries, owns or controls, is owned or controlled by, or is under common ownership or common control with, such specified person or entity. As used herein “ownership” means (i) the legal and/or beneficial ownership of 40% or more of the equity securities of the person or entity, and/or; (ii) the right directly or indirectly, through one or more intermediaries, to appoint a majority of the board of directors of any such person or entity;

Intellectual Property Rights means any and all (i) patents and any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents, filed or pending applications for patents, (ii) or for any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents, (iii) trademarks, service marks, logos, trade dress, trade names, corporate names, Internet domain names and addresses and general use e-mail addresses, (iv) copyrights, whether registered or unregistered, and (v) any other rights in the nature of intellectual property (whether registered or unregistered) and all applications for the same, anywhere in the world, including trade secrets, know-how, confidential or proprietary information, database rights, rights against unfair competition and goodwill;

Issuer means an organisation that issues Cards and whose name appears on the Card as the issuer of such Card or who enters into a contractual relationship with the Cardholder for the use of the Card;

Mastercard means Mastercard Inc, and any affiliate thereof and any of their successors and assigns;

MATCH means Mastercard's Member Alert to Control High-risk Merchants list;

Mail/Telephone Transaction means the processing of a Transaction arising from an order for goods and/or services made over the telephone or mail where the Card or the Cardholder is not physically present at the time of the Transaction. This often arises from mail or telephone requests for goods and/or services;

Merchant or you means the merchant (i.e. you) who has entered into the Agreement, and “your” shall be interpreted accordingly;

Merchant Application means the merchant application completed and delivered by a person or entity who wishes to receive Merchant Services on the terms of the Agreement;

Merchant Information means any information in relation to you including all of your personal data;

Merchant Services means the Transaction Authorisation and Settlement and related services to be provided by us to you pursuant to the Agreement;

Merchant Service Charge means a charge that we apply to you for the handling of Visa and Mastercard Transactions. Laser card Transactions are charged on a per item basis;

Merchant Systems means any hardware or software used by you to access website(s) operated or maintained by us through which Transactions are submitted for processing, and all other associated systems;

Nominated Bank Account means the euro bank account which you have advised AIB Merchant Services is to be debited and credited with funds due from and to you and for which you have provided a Direct Debit authority;

Payment Card Industry Data means Security Standards or PCI DSS means a set of comprehensive requirements to minimise the potential for Card and Cardholder data to be compromised and used fraudulently, released from time to time by the PCI Security Standards Council;

PayPal means PayPal Sarl & Cie, SCA, a company incorporated under the laws of Luxembourg with register number R.C.S. Luxembourg B 118 349 having a registered office at 22-24 Boulevard Royal, L-2449, Luxembourg and PayPal PTE. LTD. a company incorporated under the laws of Singapore with registered number 200509725E and having a registered office at 5 Temasek Boulevard, #09-01 Suntec Tower Five, Singapore 038985;

Payment Service Provider (PSP) means the provider of a service to enable Card payments details to be made securely over the internet;

PIN means personal identification number. This is the secret number used by Cardholders with Chip Cards to authorise Transactions to be debited to their account;

PSP Agreement means the agreement with a Payment Service Provider for the provision of certain services to you;

Recurring Transaction means a Transaction which the Cardholder has agreed can be debited to their Cardholder's Account at agreed intervals or on agreed dates. The Transaction can be for a specific amount or for an amount due to Merchant for an ongoing service or provision of goods;

Refund means where you agree to make a refund to the Cardholder's Card of the whole or part of any sum authorised by a Cardholder to be debited to their Cardholder's Account;

Relationship Agreement means the agreement between you and PayPal for the provision of services;

Schemes means Visa Mastercard, Maestro, Laser and such other schemes notified to you by AIB Merchant Services from time to time. Laser will no longer be available from the end of 2013;

Scheme Rules means the rules and operating instructions issued by particular Schemes from time to time;

Settlement means the payment of amounts to be reimbursed by us to you or by you to us under the Agreement;

Set-up Fee means the once-off set-up fee shown in the Fees and Charges Schedule payable by you to us;

Software means all protocols, software components and other interfaces and software relating to any gateway services provided by us to you or accessed by you pursuant to the Agreement, and any and all updates;

Statement means the regular advice provided to you advising of the Transactions performed by you and the charges due by you;

Terminal means an electronic device used to capture Card details, for obtaining Authorisations and submitting Transactions to a Card Transaction acquirer; the term also includes any PIN entry device (PED) if it is a separate device;

Termination means the termination of the Agreement by any of the parties in accordance with Section 15;

Termination Events means each of the events set out in Sections 15 (c) to 15 (e) (inclusive);

Transaction means an act between the Cardholder and you regarding the purchase or return of goods and/or services where the Cardholder uses its Card to pay for goods and/or services that results in the generation of a Transaction Record for the provision of goods and/or services and/or Refunds;

Transaction Data means all data relating to Transactions;

Transaction Record means the particulars of a Transaction required from you by us in order to process a Transaction in the form as prescribed by us;

Turnover means gross value of a Transaction;

Virtual Private Network (VPN) means a private network that encompasses links across a shared or public network;

Visa means Visa International, Inc; and

VMAs means Visa Merchant Alert System.

SUBMITTER MERCHANT

PAYMENT PROCESSING GUIDELINES AGREEMENT

This Payment Processing Guidelines Agreement (this “Agreement”) is entered into by you (the “Merchant”) that use the Braintree payment processing application or solution offered by PayPal (Europe) Sàrl & Cie, SCA, a limited liability partnership , an entity duly organized under the laws of Luxembourg (“Submitter”)(the “Solution”) for the acceptance of credit or debit card payments” as defined by Visa Europe Limited and Mastercard International, Inc. (collectively, the “Card Brands”) and Chase Paymentech Europe Limited (“Paymentech”).

Paymentech is entering into this Agreement solely for the purpose of satisfying its obligations under the Card Brand Rules. By entering into this Agreement, Paymentech is fulfilling the obligation under the Card Brand Rules, requiring a direct contractual relationship between Paymentech and Merchant, and Merchant is agreeing to comply with the Card Brand Rules.

The Merchant acknowledges and represents that the Merchant has contracted only with Submitter for the provision of payment services and that by entering into this Agreement, Paymentech is not agreeing to provide payment services, as defined under the Directive 2007/64 on payment services as implemented into national law of applicable jurisdictions (the “PSR”), to the Merchant and such services provided to the Merchant relate only to the provision of non-payment services.

1. Merchant's acceptance of payment cards

1.1 Payment Card Acceptance Policies and Prohibitions

Merchant must:

(a) accept all categories of Visa and Mastercard Payment Cards, unless Merchant has notified Submitterand Paymentech of Merchant’s election to accept one of the following “limited acceptance” options:

(h) issue a Refund in cash or a cash equivalent (e.g. checks) for any Transaction originally conducted using a Payment Card;

(i) request or use a Payment Card account number for any purpose other than to process a payment for goods or services sold; or

(j) add any tax or surcharge to a Transaction; if any tax or surcharge amount is permitted, such amount shall be included in the Transaction amount and shall not be collected separately.

Merchant must not:

(k) require the Customer to pay the fees payable by Merchant under this Agreement;

(l) split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or monitoring programs; and

(m) accept payment cards for the purchase of scrip.

1.2 Card Brand Rules.

Merchant agrees to comply with:

(a) all applicable Card Brand Rules in effect from time to time; and

(b) such other procedures as Paymentech may from time to time prescribe.

1.3 Requirements for Certain Transactions.

Merchant represents, warrants, and covenants that, to the best of its knowledge, each Transaction:

(a) represents payment for or Refund of a bona fide sale or lease of the goods, services, or both, which Merchant has the legal right to sell and which is provided by Merchant in the ordinary course of its business;

(b) is not submitted on behalf of a third party;

(c) represents a current obligation of the Customer solely for the amount of the Transaction;

(d) does not represent the collection of a dishonored check or the collection or refinancing of an existing debt;

(e) represents goods that have been provided or shipped, or services that have actually been rendered, to the Customer;

(f) is free from any material alteration not authorized by the Customer;

(g) or the amount thereof, is not subject to any dispute, setoff, or counterclaim;

(h) if such Transaction represents a credit to a Customer’s Payment Card, is a Refund for a Transaction previously submitted pursuant to Submitter Agreement; and

(i) complies with the terms of this Agreement, applicable laws and all applicable Card Brand Rules.

Furthermore, Merchant represents, warrants, and covenants that, to the best of its knowledge, Merchant has not

(j) disbursed or advanced any cash to the Customer (except as authorized by the Card Brand Rules for itself or to any of its representatives, agents, or employees in connection with the Transaction;

(k) accepted payment for effecting credits to a Customer or a Customer’s Payment Card;

(l) made any representation or agreement for the issuance of Refunds except as stated in Merchant’s Refund Policy;

(m) been provided with any information that would lead Merchant to believe that the enforceability or collectibility of the Transaction is in any manner impaired; and

(n) submitted any Transaction that Merchant knows or should have known to be either fraudulent, illegal, damaging to the Card Brand(s), not authorized by the Customer, or otherwise in violation of any provision of this Agreement, applicable law, or Card Brand Rules.

i. that payment is being made in advance of the shipment or provision of goods or services; and

ii. the time when shipment or provision of the goods or services is expected;

(p) obtain the Customer’s consent to periodically charge the Customer’s Payment Card on a recurring or periodic basis for the goods or services purchased, and:

i. retain this permission for the duration of the recurring services and provide it upon request to Submitter; and

ii. retain written documentation specifying the frequency of the recurring charge and the duration of time during which such charges may be made;

(q) prepare and submit for processing separate Transactions for each recurring, installment, or deferred payment only on the dates the Customer agreed to be charged and include in the Transaction the electronic indicator that the Transaction is a recurring one; and

(r) not submit such Transactions after receiving:

i. a cancellation notice from the Customer; or

(p) notice from Paymentech or any Card Brand (via authorization code or otherwise) that the Payment Card is not to be honoured.

2. Authorizations.

Merchant is required to obtain an authorization code for each Transaction. Paymentech reserves the right to refuse to process any Transactions presented to it unless it includes a proper authorization.

Merchant acknowledges:

(a) that authorization of a Transaction indicates only that the Payment Card contains a valid account number and has an available balance sufficient for the amount of the Transaction; and

(b) that authorization of a Transaction does not constitute a representation from Paymentech, a Card Brand, or a card issuing bank that a particular Transaction is, in fact, valid or undisputed by the actual Customer.

3. Refund and adjustment policies and procedures; privacy policies

3.1 Refund Policy Paymentech reserves the right to refuse to process for Submitter any Transaction made subject to a Refund Policy of which Paymentech has not been notified in advance by Submitter.

Merchant must:

(a) maintain a Refund Policy (e.g. “NO REFUNDS”, “REFUNDS WITH ORIGINAL RECEIPT WITHIN 30 DAYS OF ORIGINAL SALE”) in accordance with the Card Brand Rules;

(b) disclose all Refund Policies to Paymentech and to Merchant’s Customers; and

(c) submit to Paymentech, in writing, any material change in Merchant’s Refund Policy not less than 14 days prior to the effective date of such change.

3.2 Procedure for Refund Transactions.

If Merchant allows a Refund, Merchant must:

(a) prepare and deliver to Submitter a Transaction reflecting any such Refund within three (3) days of approving the Customer’s request for such Refund;

(b) not permit the amount of a Refund to exceed the amount shown as the total on the original Transaction Receipt except by the exact amount required to reimburse the Customer for shipping charges that the Customer paid to return merchandise;

(c) not accept any payment from a Customer as consideration for issuing a Refund; and

(d) not give cash (or cash equivalent) refunds to a Customer in connection with a Transaction, unless required by law or permitted by the Card Brand Rules.

4. Chargebacks.

If Merchant is receiving an excessive amount of Chargebacks, in addition to Paymentech’s other remedies under this Agreement, Paymentech may terminate this Agreement.

5. Display of card brand marks.

Merchant is authorized to use the Visa and Mastercard names, logos, or marks only at thepoint of sale, on Merchant's promotional materials, and on Merchant’s website to indicate that Visa and Mastercard cards are accepted payment methods for the purchase of goods or services from Merchant through its use of the Solution.

6. Indemnification.

Merchant agrees to indemnify Paymentech, the Card Brands, and their respective affiliates, officers,directors, employees, agents, and sponsoring banks from any losses, liabilities, and damages of any and every kind (including, without limitation, Paymentech’s costs, expenses, and reasonable attorneys’ fees) arising out of:

(a) any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement;

(b) Merchant's or its employees' negligence or wilful misconduct;

(c) any assessment, fine, or penalty imposed on Paymentech and any related loss, cost, or expense incurred by Paymentech; and

(d) any claim, complaint, or Chargeback:

i. made or claimed by a Customer with respect to any Transaction submitted by Merchant, Merchant’s provision of goods and services to Customers, or Merchant’s use of the Solution;

ii. caused by Merchant’s noncompliance with this Agreement, applicable law, or the Card Brand Rules (including, without limitation, any breach of a representation or warranty made by Merchant or Merchant’s failure to comply with the Security Standards);

iii. resulting from any voluntary or involuntary bankruptcy or insolvency proceeding by or against Merchant; or

iv. related to Paymentech’s reporting of Merchant, or any person owning or controlling Merchant’s business, to the Card Brands for inclusion in one or more databases of terminated or high risk merchants maintained by the Card Brands.

7. Payment card industry compliance.

Merchant must not:

(a) disclose Payment Card Information, except:

i. to select employees, agents, and contractors on a “need to know” basis, solely for the purpose of assisting Merchant in completing a Transaction or otherwise complying with this Agreement; or

ii. as specifically permitted by this Agreement, the Security Standards, Card Brand Rules, or applicable law; and

(c) sell, transfer, or disclose to third parties any materials that contain Transaction or Payment Card Information in the event of Merchant’s failure, including bankruptcy, insolvency, or other suspension of business operations

Merchant must:

(d) comply with the Security Standards, Card Brand Rules, and all applicable laws relating to the security, storage, and disclosure of Transactions and Payment Card Information;

(e) notify Paymentech immediately if Merchant determines or suspects that Transactions or Payment Card Information has been compromised and assist Paymentech in providing notification to all interested parties as may be required by law or Card Brand Rules, or as Paymentech otherwise reasonably deems necessary;

(f) cooperate with any forensic examination or other audit required by the Card Brands, Paymentech because of a Data Compromise Event or suspected event;

(g) pay for all costs and expenses related to a forensic examination or other audit required by the Card Brands, Paymentech (including all of Paymentech’s reasonable attorneys’ fees and other costs related to the forensic exam or audit);

(h) co-operate with any reasonable request from Paymentech for any information which Paymentech requires in order to respond to any enquiry regarding the performance of this Agreement from any governmental or regulatory authority or to discharge any of its regulatory and/or legal requirements; and

(i) take all actions necessary to achieve and maintain compliance in accordance with the results of, and in the time frame set forth in, a forensic examination or audit report from Paymentech, or the Card Brands

iii. to enhance or improve Paymentech’s products and Services generally; or

iv. as required or permitted by the Card Brands or applicable law; and

(l) prepare, use, or share with third parties, aggregated, non-personally identifiable information derived from Transactions of all of Paymentech’s customers or specific segments of Paymentech’s customers

8. Settlement and Funding.

(a) Promptly after Paymentech receives funds for the settled Transactions submitted by Submitter under the Submitter Agreement from the Payment Brands, Paymentech, on behalf of Submitter and in accordance with the Submitter Agreement, will provisionally fund the Merchant Settlement Account (as defined below).

(b) You must designate at least one bank account for the deposit and settlement of funds associated with Paymentech’s processing of the Transactions (all such designated bank accounts shall be collectively referred to herein as the “Merchant Settlement Account”). You authorize Paymentech, on behalf of Submitter, to initiate electronic credit and debit entries and adjustments to the Merchant Settlement Account in accordance with this Section 8. Paymentech will not be liable for any delays in receipt of funds or errors in Merchant Settlement Account entries caused by third parties, including but not limited to delays or errors by the Payment Brands or your bank.

(c) Unless otherwise agreed, the amount to be deposited into the Merchant Settlement Account will be equal to the amount submitted by Submitter in connection with the sale Transactions under the Submitter Agreement minus the sum of all Refund Transactions, Chargebacks, and all applicable charges or fees;

(d) If the proceeds payable to the Merchant Settlement Account arising out of or in relation to the Submitter Agreement do not represent sufficient credits, or the Merchant Settlement Account does not have a sufficient balance to pay amounts due fromyou under these guidelines, we may, on behalf of Submitter, pursue one or more of the following options: (i) demand andreceive immediate payment for such amounts; (ii) debit the Merchant Settlement Account for the amount of the negative balance; (iii) withhold settlement payments to the Merchant Settlement Account until all amounts are paid, (iv) delaypresentation of refunds until a payment is made to us of a sufficient amount to cover the negative balance, and (v) pursue any remedies we may have at law or in equity

(e) All amounts payable by Submitter to you will be deposited in the Merchant Settlement Account designated and authorized by you. Designating this bank account for the purposes outlined above must not violate any of your organizational documents or any agreement to which you are a party

9. DISCLAIMER; LIMITATION OF DAMAGES.

UNDER NO CIRCUMSTANCES WILL PAYMENTECH’S HAVE ANY FINANCIAL RESPONSIBILITY UNDER THIS AGREEMENT TO THE MERCHANT. IN NO EVENT WILL PAYMENTECH, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR LOSS OF PROFITS, ANTICIPATED SAVINGS, BUSINESS, MANAGEMENT TIME OR GOODWILL OR FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR SPECIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OR ACTION (WHETHER IN NEGLIGENCE, TORT, CONTRACT UNDER AN INDEMNITY OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT.

FOR THE AVOIDANCE OF DOUBT ANY FINES, FEES, PENALTIES OR ASSESSMENTS IMPOSED BY THE CARD BRANDS RELATED TO MERCHANT OR ITS TRANSACTIONSSHALL BE DEEMED DIRECT DAMAGES AND NOT BE DEEMED TO BE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.

NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SEEKS TO EXCLUDE NOR LIMIT LIABILITY IN RESPECT OF INJURY TO OR DEATH OF ANY PERSON CAUSED BY ITS NEGLIGENCE NOR IN RESPECT OF ITS FRAUD.

Miscellaneous

10.1 Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the scope or intent of this Agreement.

10.2 Parties. This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, administrators, representatives, and permitted successors and assigns.Merchant agrees that it is responsible for its employees’ actions. In providing Services Paymentech will not be acting in the capacity of agent, partner, or joint venturer; Paymentech is acting solely as an independent contractor.

10.3 Representations. Merchant agrees to perform its obligations under this Agreement in compliance with all applicable laws. Merchant represents and warrants that its execution of and performance under this Agreement:

(a) in no way breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation, its corporate charter or similar document or any agreement between Merchant and any third party or any affiliated entity;

(b) has been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party; and

(c) that the person signing this Agreement on behalf of Merchant is an owner, partner, officer, or other agent of the Merchant that is duly authorized to enter into agreements on behalf of Merchant and to legally bind Merchant to such agreements.

10.4 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulation, including any Card Brand Rule, such determination will not affect the validity or enforceability of any other provision of this Agreement.

10.5 Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against whom such waiver is sought to be enforced.

10.6 Entire Agreement. The Card Brand Rules, this Agreement, taxpayer identification and certification documentation, and all schedules, supplements, and attachments are made a part of this Agreement for all purposes. This Agreement represents the entire understanding between Merchant and Paymentech with respect to the matters contained herein and supersedes any prior agreements between the parties. Merchant agrees that in entering into this Agreement it has not relied on any statement of Paymentech or its representatives.

10.7 Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed, mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time to time specify to the other party in writing. Notices provided in writing on Merchant’s monthly statement(s) are sufficient for formal notice under the terms of this Section 10.7.

10.8 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of England without reference to conflict of law provisions. The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (and for the purpose of this Clause "Disputes" means any disputes or claims arising out of or in connection with this Agreement, including regarding (a) its existence, validity or termination and (b) any non-contractual obligations or liabilities arising out of or in connection with it. The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary.

10.9 Amendment. Except as otherwise set forth in this Agreement, the Agreement may be amended at any time by Paymentech upon thirty (30) days’ notice to Merchant. Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change required by the Card Brand Rules or any third party with jurisdiction over the matters described herein, such amendment will be effective immediately. Merchant’s electronic signature or continued submission of Transactions to Paymentech following such notice will be deemed to be Merchant’s acceptance of such amendment.

10.10 Counterparts. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically via email shall be as legally binding for all purposes as an original signature.

10.11 Third Party Beneficiaries. Unless expressly stated to the contrary, nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contract (Rights of Third Parties) Act 1999.

11. DATA PROTECTION.

11.1 For purposes of this Agreement, Merchant hereby warrants, represents and undertakes to Paymentech that (i) it shall comply with the Data Protection Laws including, but not limited to, maintaining at all times a valid and up to date registration or notification with any applicable data protection authority, where required under the Data Protection Laws, covering the use of Personal Data; (ii) it is able and where required authorized, pursuant to the Data Protection Laws, to disclose any Personal Data submitted under this Agreement; (iii) where required under the Data Protection Laws, it will obtain all necessary consents in order for (a) Submitter to disclose the Personal Data to Paymentech and as otherwise provided in this Agreement; (b) Paymentech to process the Personal Data for the purposes of providing the services under the Full Liability Submitter Agreement; and (c) Paymentech to disclose the Personal Data to recipients as set forth in section 10.2 including where the recipients are outside the European Economic Area.

11.2 Personal Data may also be shared with (i) our agents, service providers and affiliates; (ii) the Payment Brands, credit reference and fraud prevention agencies; (iii) any other person if legally required (including, without limitation, statutory, regulatory or reporting legal obligations); (iv) and any other person to whom we may transfer or intend to transfer our rights under this Agreement. Any transfer of Personal Data by us will be made in compliance with applicable Data Protections Laws. Notwithstanding the foregoing, Merchant acknowledges and agrees that Paymentech or its agents may transfer Personal Data outside of the Economic European Area.

12. SURVIVAL.

The following Sections survive termination of this Agreement: 6, 8, 10, 11, and 12

13. TERMS USED IN THIS AGREEMENT.

Chargeback a reversal of a Transaction previously presented to Paymentech pursuant to Card Brand Rules

Customer the person or entity to whom a Payment Card is issued or who is otherwise authorized to use a Payment Card

Data Compromise Event An occurrence that results, or could result, directly or indirectly, in the unauthorized access to or disclosure of Transactions or Payment Card Information

Merchant means the legal entity identified on the first page of this Agreement and whose name and signature appears on this Agreement

Payment Application a third party application used by merchant that is involved in the authorization or settlement of Transactions

Card Brand Rules All bylaws, rules, programs, and regulations, as they exist from time to time, of the Card Brands

Confidential Information shall mean any information that is disclosed by one party to this Agreement to the other, which, at the time it is disclosed, in any form, is identified or designated by disclosing party as “confidential or proprietary” or should reasonably be known by the recipient party to be the proprietary or confidential information of the disclosing party.

Data Processor shall have the meanings set out in the Data Protection Laws.

Data Protection Laws means any applicable data protection or privacy laws or regulations including all laws and regulations implementing in a jurisdiction the EU's Data Protection Directive 95/46/EC and the EU's Privacy and Electronic Communications Directive 2002/58/EC as amended, extended or replaced from time to time.

Data Subject shall have the meaning given to it by the Data Protection Laws

Payment Card An account, or evidence of an account, authorized and established between a Customer and a Card Brand, or representatives or members of a Card Brand that Merchant accepts from Customers as payment for a good or service.

Payment Card Information Information related to a Customer or the Customer’s Payment Card that is obtained by Merchant from the Customer's Payment Card, or from the Customer in connection with his or her use of a Payment Card). Such information may include, but is not limited to:

For the avoidance of doubt, the data elements that constitute Payment Card Information are treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data” as such terms are used in the then current PCI DSS.

Personal Data means all personal data provided or disclosed by you to us in the Application and /or in connection with this Agreement (including but not limited to personal data required for authorising, recording, settling and clearing a Transaction and personal data relating to individuals in the Merchant’s organisation, and for the purposes of this clause, personal data shall have the meaning given to it by the Data Protection Laws

Refund Any refund or credit issued for any reason, including, without limitation, for a return of merchandise or cancellation of services and any adjustment of a Transaction

Refund Policy A written policy with regard to Refunds

Retrieval Request A request for information by a Customer or Card Brand relating to a claim or complaint concerning a Transaction

Security Measures means technical and organisational measures taken against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage, to Personal Data, in particular where the processing involved the transmission of data over a network.

Transaction A transaction conducted between a Customer and the Merchant utilizing a Payment Card in which consideration is exchanged between the Customer and Merchant. Transaction also includes the written or electronic record of a Transaction, including, without limitation, an authorization code or settlement record.

Transaction Receipt An electronic or paper record of a Transaction generated upon completion of a sale or Refund, a copy of which is presented to the Customer

By clicking the accept button, you acknowledge your receipt of these instructions and guidelines and your agreement to comply therewith.

PayPal (Europe) S.à r.l. et Cie, S.C.A. is duly licenced as a Luxembourg credit institution in the sense of Article 2 of the law of 5 April 1993 on the financial sector as amended and is under the prudential supervision of the Luxembourg supervisory authority, the Commission de Surveillance du Secteur Financier, with registered office in L-1150 Luxembourg.